Non-Convertible
Debt
Is the issuer subject
to a disqualification
event?1
Yes, then the issuer
is not eligible for the
abbreviated tender
offer process
Type of
Security
Convertible
Debt
Subject to 13e-4 tender
requirements, including:
Filing of Schedule TO
All holders rule
Best price rule
Dissemination
requirements
Withdrawal rights
Will the tender offer be
for any and all of the
subject securities?
No
Will the tender
involve a consent
solicitation?
Yes, then the issuer
is not eligible for the
abbreviated tender
offer process
No, then the issuer
is not eligible for the
abbreviated tender
offer process
Yes
Does the issuer meet additional
requirements for the abbreviated
tender offer process?2
No
Yes
No
Process requirements for a 5business day tender offer
include:
Immediate widespread
dissemination of the offer
Filing of an 8-K
Benchmark pricing
Guaranteed delivery
procedures
Withdrawal rights
No early settlement
Changes to the offer must
be made
Investment Grade
Non-Convertible
Offer to remain open 7 – 10
calendar days
Offer must be extended for
certain modifications to
terms
Able to use fixed-price
spread or a real-time fixed
price spread
All holders must have a
reasonable offer to
participate
Non-Investment
Grade
Non-Convertible
Must remain open for 20
business days
Offer must be extended 10
business days for certain
modifications to terms
Able to use a fixed-price
spread that is set
1. In order to rely on abbreviated tender offer process, the issuer: (1) cannot be the subject of bankruptcy or insolvency proceedings or have commenced a pre-packaged bankruptcy process; (2) cannot be in default on a material credit agreement; (3) cannot have
commenced discussions to restructure its outstanding debt; (4) cannot concurrently be undertaking a change of control transaction, merger or similar organic event; (5) cannot make the tender offer for the subject securities in contemplation of or in response to other
tenders for its securities or concurrently undertake certain tenders for other series of securities.
2. In order to be eligible, the: (1) consideration for the offer may only consist of cash and qualified debt securities, or a combination of these; and (2) senior debt cannot be used to finance the tender offer. In this context, qualified debt securities are debt securities that (i) are
identical in all material respects (including as to the issuer, guarantor, collateral/security, covenants and other terms) to the subject securities, except for the maturity date, interest payment date and record dates, interest rates and redemption provisions, and (iii) have a
weighted average life to maturity that is longer than the subject securities.